Stockholders' Equity

9 Months Ended

Sep. 30, 2025

NOTE 8. — STOCKHOLDERS’ EQUITY

A summary of the changes in stockholders’ equity for the three and nine months ended September 30, 2025 and 2024 is as follows (in thousands except per share amounts):


	Common Stock				Accumulated Other Comprehensive			Additional Paid-in		Dividends Paid In Excess
	Shares		Amount		Income			Capital		Of Earnings			Total
Balance, June 30, 2025		56,592	$	566	$	(2,054	)	$	1,134,349	$	(150,439	)	$	982,422
Net earnings		—		—		—			—		23,348			23,348
Accumulated other comprehensive income		—		—		248			—		—			248
Dividends declared — $0.47 per share		—		—		—			—		(27,934	)		(27,934	)
Shares issued pursuant to equity offering, net		1,150		11		—			32,456		—			32,467
Shares issued pursuant to ATM Program, net		—		—		—			—		—			—
Shares issued pursuant to dividend reinvestment		—		—		—			16		—			16
Stock-based compensation/settlements		—		—		—			1,790		—			1,790
Balance, September 30, 2025		57,742	$	577	$	(1,806	)	$	1,168,611	$	(155,025	)	$	1,012,357

Balance, December 31, 2024		55,027	$	550	$	(1,864	)	$	1,088,390	$	(124,993	)	$	962,083
Net earnings		—		—		—			—		52,148			52,148
Accumulated other comprehensive income		—		—		58			—		—			58
Dividends declared — $1.41 per share		—		—		—			—		(82,180	)		(82,180	)
Shares issued pursuant to equity offering, net		2,300		23		—			65,250		—			65,273
Shares issued pursuant to ATM Program, net		407		4		—			10,895		—			10,899
Shares issued pursuant to dividend reinvestment		1		—		—			48		—			48
Stock-based compensation/settlements		7		—		—			4,028		—			4,028
Balance, September 30, 2025		57,742	$	577	$	(1,806	)	$	1,168,611	$	(155,025	)	$	1,012,357


	Common Stock				Accumulated Other Comprehensive			Additional Paid-in			Dividends Paid In Excess
	Shares		Amount		Income			Capital			Of Earnings			Total
Balance, June 30, 2024		54,185	$	542	$	(1,051	)	$	1,062,204		$	(110,661	)	$	951,034
Net earnings		—		—		—			—			15,335			15,335
Accumulated other comprehensive income (loss)		—		—		(2,923	)		—			—			(2,923	)
Dividends declared — $0.45 per share		—		—		—			—			(25,421	)		(25,421	)
Shares issued pursuant to equity offering, net		—		—		—			(102	)		—			(102	)
Shares issued pursuant to ATM Program, net		831		8		—			23,883			—			23,891
Shares issued pursuant to dividend reinvestment		1		—		—			16			—			16
Stock-based compensation/settlements		—		—		—			1,561			—			1,561
Balance, September 30, 2024		55,017	$	550	$	(3,974	)	$	1,087,562		$	(120,747	)	$	963,391

Balance, December 31, 2023		53,953	$	540	$	(4,021	)	$	1,053,129		$	(94,096	)	$	955,552
Net earnings		—		—		—			—			48,769			48,769
Accumulated other comprehensive income (loss)		—		—		47			—			—			47
Dividends declared — $1.35 per share		—		—		—			—			(75,420	)		(75,420	)
Shares issued pursuant to equity offering, net		—		—		—			(160	)		—			(160	)
Shares issued pursuant to ATM Program, net		1,049		10		—			31,086			—			31,096
Shares issued pursuant to dividend reinvestment		1		—		—			46			—			46
Stock-based compensation/settlements		14		—		—			3,461			—			3,461
Balance, September 30, 2024		55,017	$	550	$	(3,974	)	$	1,087,562		$	(120,747	)	$	963,391

On March 1, 2025, our Board of Directors granted 293,605 restricted stock units (“RSU” or “RSUs”), under our Amended and Restated 2004 Omnibus Incentive Compensation Plan. On March 1, 2024, our Board of Directors granted 271,250 RSUs under our Amended and Restated 2004 Omnibus Incentive Compensation Plan.

Equity Offering

In July 2024, we completed a follow-on public offering of 4.0 million shares of common stock in connection with forward sales agreements. During the nine months ended September 30, 2025, we settled 2.3 million shares and realized net proceeds of $65.3 million after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreement. We expect to settle the remaining forward sales agreements via physical delivery of the outstanding shares of common stock in exchange for gross cash proceeds of approximately $51.9 million.

ATM Program

In February 2023, we established and, in February 2024, we amended, an at-the-market equity offering program (the “ATM Program”), pursuant to which we are able to issue and sell shares of our common stock with an aggregate sales price of up to $350.0 million through a consortium of banks acting as our sales agents or acting as forward sellers on behalf of any forward purchasers pursuant to forward sales agreements. Sales of the shares of common stock may be made, as needed, from time to time in at-the-market offerings as defined in Rule 415 of the Securities Act, including by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or as otherwise agreed to with the applicable agent.

The use of forward sales agreements allow us to lock in a share price on the sale of shares at the time the forward sales agreements become effective, but defer receiving the proceeds from the sale of shares until a later date. To account for the forward sales agreements, we considered the accounting guidance governing financial instruments and derivatives. To date, we have concluded that our forward sales agreements are not liabilities as they do not embody obligations to repurchase our shares nor do they embody obligations to issue a variable number of shares for which the monetary value are predominantly fixed, varying with something other than the fair value of the shares, or varying inversely in relation to our shares.

We also evaluated whether the forward sales agreements meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments. We concluded that the forward sales agreements are classifiable as equity contracts based on the following assessments: (i) none of the agreements’ exercise contingencies that are based on observable markets or indices besides those related to the market for our own stock price and operations, and (ii) none of the settlement provisions precluded the agreements from being indexed to our own stock.

We also consider the potential dilution resulting from the forward sales agreements on our earnings per share calculations. We use the treasury stock method to determine the dilution resulting from the forward sales agreements during the period of time prior to settlement.

ATM Direct Issuances

During the nine months ended September 30, 2025 and September 30, 2024, no shares of common stock were issued under the ATM Program. Future sales, if any, will depend on a variety of factors to be determined by us from time to time, including among others, market conditions, the trading price of our common stock, determinations by us of the appropriate sources of funding for us and potential uses of funding available to us.

ATM Forward Agreements

We expect to settle outstanding forward sales agreements, typically within 12 months of the respective agreement dates, via physical delivery of the outstanding shares of common stock in exchange for cash proceeds, although we may elect cash settlement or net share settlement for all or a portion of our obligations under the forward sales agreements, subject to certain conditions.

The following table summarizes activity under our ATM Program in connection with forward sales agreements for the nine months ended September 30, 2025 and 2024 ($ in thousands):


	As of September 30, 2025
Period Entered Into Forward Sales Agreements	Shares Sold		Shares Settled		Shares Remaining		Net Proceeds Received		Anticipated Gross Proceeds Remaining
Three Months Ended June 30, 2024		406,727		406,727		—	$	10,899	$	—
Three Months Ended December 31, 2024		992,696		—		992,696		—		32,277
Three Months Ended September 30, 2025		1,018,695		—		1,018,695		—		28,950
Total		2,418,118		406,727		2,011,391	$	10,899	$	61,227


	As of September 30, 2024
Period Entered Into Forward Sales Agreements	Shares Sold		Shares Settled		Shares Remaining		Net Proceeds Received		Anticipated Gross Proceeds Remaining
Three Months Ended June 30, 2023		217,561		217,561		—	$	7,141	$	—
Three Months Ended December 31, 2023		831,489		831,489		—		23,956		—
Three Months Ended June 30, 2024		406,727		—		406,727		—		11,382
Total		1,455,777		1,049,050		406,727	$	31,097	$	11,382

Dividends

For the nine months ended September 30, 2025, we paid regular quarterly dividends of $80.8 million or $1.41 per share. For the nine months ended September 30, 2024, we paid regular quarterly dividends of $74.8 million or $1.35 per share.

Dividend Reinvestment Plan

Our dividend reinvestment plan provides our common stockholders with a convenient and economical method of acquiring additional shares of common stock by reinvesting all or a portion of their dividend distributions. During the nine months ended September 30, 2025 and 2024, we issued 1,709 and 1,643 shares of common stock, respectively, under the dividend reinvestment plan and received proceeds of approximately $48 thousand and $46 thousand, respectively.

Stock-Based Compensation

Stock-based compensation expense using the fair value method was $5.2 million and $4.5 million for the nine months ended September 30, 2025 and 2024, respectively, and is included in general and administrative expense on our consolidated statements of operations.

- Definition

The entire disclosure for equity.

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+ Details

GETTY REALTY CORP /MD/ 10-Q